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国联股份: 立信会计师事务所(特殊普通合伙)关于北京国联视讯信息技术股份有限公司2024年年度报告的信息披露监管工作函之部分回复报告-信会师报字[2025]第ZG12707号
Zheng Quan Zhi Xing· 2025-07-25 16:26
Group 1 - The company reported a significant decline in quarterly revenue for 2024, with figures of 13.623 billion, 12.105 billion, and a variance of -16.21%, -10.23%, and -15.91% respectively, attributed to a shift in revenue recognition methods from gross to net [2][3][4] - The company operates primarily in B2B e-commerce and industrial internet platforms, with online product transactions accounting for 99.65% of total revenue [3][4] - The revenue recognition methods are categorized into two types: transactions with physical movement of goods and those without, affecting how revenue is recorded [5][6] Group 2 - For transactions without physical movement, the company applies net revenue recognition due to the inability to demonstrate control over the goods before transfer to customers [6][14] - In transactions with physical movement, the company assumes the role of the primary responsible party, thus recognizing revenue based on the total consideration received [11][12] - The company has implemented a multi-dimensional evaluation system for customers and suppliers to enhance business management and mitigate risks, particularly in light of recent regulatory scrutiny [16][19][23] Group 3 - The company has not identified any discrepancies in revenue recognition methods from 2020 to 2023, asserting that past practices were consistent with accounting standards [22][23] - Adjustments to revenue recognition for the first three quarters of 2024 were made based on a comprehensive review of business operations and market conditions, leading to a more cautious accounting approach [29][30] - The company emphasizes that its revenue recognition practices align with industry norms and regulatory requirements, ensuring the accuracy and reliability of financial reporting [20][21][22]
*ST观典: 关于公司及相关人员收到北京证监局行政监管措施决定书的整改报告
Zheng Quan Zhi Xing· 2025-07-25 16:25
Core Viewpoint - The company received an administrative regulatory decision from the Beijing Securities Regulatory Bureau, requiring it and related personnel to rectify identified issues, particularly concerning the misrepresentation of accounts payable and non-operating fund occupation [1][2]. Summary by Sections Issues Identified and Rectification Measures - The company fabricated accounts payable and provided financing convenience to other companies through factoring, resulting in a non-operating fund occupation of 96.9472 million yuan as of 2024, which remains unpaid [2]. - The company has initiated a comprehensive review and analysis of the issues raised in the decision, developing actionable rectification plans to ensure sustainable and stable development [2][4]. Specific Rectification Actions - The management has implemented self-inspection measures to identify risks associated with violations and has reported the findings to the regulatory authority [2]. - A special account online banking and alert function will be established to monitor fund movements dynamically, ensuring timely detection of abnormal transactions [2]. - The company has strengthened the management of seals and bank access, introduced a multi-layered review process, and enhanced communication with external directors and supervisory brokers [2][5]. Training and Compliance - The company is enhancing the professional training of financial personnel to improve accounting standards and the quality of financial information [3][4]. - There will be an emphasis on compliance with information disclosure regulations, with increased training for responsible personnel [4][9]. Governance and Internal Control Improvements - The company is revising internal control and governance mechanisms to prevent non-operating fund occupation by related parties, particularly by major shareholders [6][7]. - A new mechanism for dynamic tracking of large fund usage will be established, focusing on the safety of fund management [6][8]. Accountability and Future Actions - The company will hold responsible parties accountable for the identified issues, including potential internal disciplinary actions against the financial director [7][8]. - The rectification deadline is set for October 31, 2025, with ongoing compliance and execution to ensure long-term effectiveness [7][9]. Summary of Rectification Situation - The issues highlighted by the regulatory decision are seen as a catalyst for strengthening internal controls and improving governance, with a commitment to enhancing compliance and preventing future occurrences [9].
西部矿业: 西部矿业股份有限公司关于公司控股子公司西部矿业集团财务有限公司的风险持续评估报告
Zheng Quan Zhi Xing· 2025-07-25 16:14
Core Viewpoint - The report evaluates the financial and operational risks of Western Mining Group Financial Co., Ltd. (West Mining Financial), highlighting its compliance, risk management, and financial performance as of June 30, 2025 [1][11]. Group 1: Company Overview - West Mining Financial is a non-banking financial institution established in December 2011, with a registered capital of RMB 3.2 billion and USD 5 million [1]. - The ownership structure includes West Mining Group holding 60% and the company holding 40% [1]. - The company’s business scope includes deposit acceptance, loan processing, bill discounting, and financial advisory services [1]. Group 2: Compliance and Risk Management - West Mining Financial has established a governance structure with clear responsibilities among the shareholders, board, and management [2]. - The company has implemented a risk management system that includes risk identification, assessment, and a three-line defense mechanism [3][8]. - Various management committees oversee risk and business continuity, ensuring effective decision-making and risk control [2][8]. Group 3: Financial Performance - As of June 30, 2025, West Mining Financial reported total assets of RMB 12.006 billion, with significant holdings in central bank deposits and interbank placements [9]. - The company achieved total operating revenue of RMB 161 million and a pre-provision profit of RMB 91 million in the first half of 2025 [10]. - Key regulatory indicators, such as capital adequacy ratio and liquidity ratio, were reported at 37.59% and 46.86%, respectively, both meeting regulatory requirements [10]. Group 4: Risk Assessment and Management Measures - The company has not encountered significant financial distress or operational risks, maintaining a robust internal control system [11]. - A financial risk disposal plan is in place to ensure the safety and liquidity of funds, with regular risk assessments conducted biannually [10][11]. - The company has established a comprehensive risk management framework that aligns with its operational scale and complexity [11].
京沪高铁: 公司关于对中国铁路财务有限责任公司的风险评估报告
Zheng Quan Zhi Xing· 2025-07-22 16:16
Core Viewpoint - The risk assessment report of China Railway Finance Co., Ltd. indicates that the company operates within legal frameworks and maintains a sound financial condition, with no significant risks identified in its operations or management practices [14][15][16]. Group 1: Company Overview - China Railway Finance Co., Ltd. was established on July 24, 2015, with a registered capital of 10 billion RMB, and is a non-banking financial institution under the China National Railway Group [1][2]. - The company is authorized to conduct various financial services, including deposit acceptance, loan processing, and financial consulting for its member units [2]. Group 2: Internal Control and Governance - The company has a robust governance structure, including a board of directors, supervisory board, and senior management, with clear responsibilities for risk management [3][4]. - The risk management committee and audit committee are responsible for overseeing risk management policies and internal controls [4][5]. Group 3: Risk Management Practices - The company has established comprehensive policies and procedures for risk identification and assessment, ensuring clear division of responsibilities among departments [7][8]. - Specific management measures are in place for settlement and deposit management to mitigate operational risks [8][9]. Group 4: Financial Performance - As of December 31, 2024, the company reported total assets of 124.408 billion RMB, net assets of 14.855 billion RMB, and a net profit of 6.18 billion RMB for the year [14]. - The company adheres to regulatory financial indicators, including a capital adequacy ratio of 29.80% and a liquidity ratio of 75.64%, both meeting regulatory requirements [15]. Group 5: Risk Assessment Conclusion - The assessment concludes that the company operates legally and effectively, with no significant deficiencies in its risk management framework since its establishment [14][16]. - There have been no incidents of severe violations or operational disruptions that could impact the company's normal operations [15][16].
拓尔思: 董事会审计委员会工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-21 16:14
第六条 审计委员会任期与董事会一致,委员任期届满,连选可以连任。期 间如有委员不再担任公司董事职务,自动失去委员资格,并由董事会及时根据上 述第三至第五条规定补足委员人数。在委员任职期间,董事会不能无故解除其职 务。连续两次未能亲自出席会议,也未能以书面形式向委员会提交对会议议题的 意见报告,视为不能履行职责,董事会应当对该委员予以撤换。 拓尔思信息技术股份有限公司 董事会审计委员会工作细则 (2025年7月修订) 第一章 总则 第一条 为强化董事会决策功能,做到事前审计、专业审计,确保董事会对 经理层的有效监督,完善公司治理结构,根据《中华人民共和国公司法》《上市 公司治理准则》《上市公司独立董事管理办法》《深圳证券交易所上市公司自律 监管指引第2号——创业板上市公司规范运作》等相关法律法规及《拓尔思信息 技术股份有限公司章程》(以下简称《公司章程》)的规定,拓尔思信息技术股 份有限公司(以下简称"公司")特设置董事会审计委员会,行使《公司法》规定 的监事会的职权,并制定本工作细则。 第二条 董事会审计委员会是公司董事会下设的专门机构,主要负责公司财 务信息及其披露、监督及评估内外部审计工作和内部控制。 第 ...
纽威数控: 纽威数控控股子公司管理制度
Zheng Quan Zhi Xing· 2025-07-21 09:17
General Principles - The management system aims to strengthen control over subsidiaries, ensuring alignment with the company's strategic direction and enhancing governance and operational efficiency [1][2] - The term "controlling subsidiary" refers to companies where the company holds more than 50% of shares or has actual control, while "associate subsidiary" refers to those with less than 50% shares without actual control [1] Investor Relations Management - Controlling subsidiaries must improve their corporate governance structure and establish internal management systems in accordance with the law [2][6] - The company appoints directors, supervisors, and senior management to controlling subsidiaries, with adjustments made as necessary [2][3] Financial, Operational, and Investment Decision Management - Controlling subsidiaries must adhere to the company's unified financial management policies and report monthly on operational and financial conditions [3][4] - Annual operational plans must be prepared, and any significant changes in the industry or market must be reported promptly [4][5] Major Information Reporting - Controlling subsidiaries are required to report significant operational and financial matters that could impact the company's stock price [7][8] - Any related party transactions must be reported and approved according to the company's regulations [5][7] Internal Audit Supervision - Controlling subsidiaries must enhance internal audits and cooperate with the company's audit processes [9][10] - The company may conduct exit audits for senior management when they leave the subsidiary [10] Administrative Affairs, Personnel Management, and Assessment - Controlling subsidiaries should establish their management regulations based on the company's administrative rules [10][11] - Performance assessments for senior management are based on the completion of operational plans and overall company performance [10][11] Management of Associate Subsidiaries - Management of associate subsidiaries is primarily achieved through appointed personnel exercising their rights [11][12] - Associate subsidiaries must report monthly on operational conditions and financial statements [11] Profit Distribution Control - The company must legally exercise shareholder rights to encourage profit distribution from controlling subsidiaries [11][12] - Controlling subsidiaries must ensure the effective implementation of profit distribution plans [12]
品茗科技: 内部审计制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-21 09:15
内部审计制度 品茗科技股份有限公司 第一章 总则 第一条 为进一步规范品茗科技股份有限公司(以下简称"公司")的内部审 计工作,明确内部审计机构和人员的职责,提高内部审计工作质量,促进经营管 理,提高经济效益,保护投资者合法权益,根据《中华人民共和国审计法》、 《审 计署关于内部审计工作的规定》等法律、法规、规范性文件及《品茗科技股份有 限公司》(以下简称"《公司章程》")的有关规定,制定本制度。 第二条 本制度所称内部审计,是指由公司内部审计机构及人员,依据国家 有关法律、法规、财务会计制度和公司内部管理规定,对公司内部控制和风险管 理的适当性和有效性、财务信息的真实性和完整性以及经营活动的效率和效果等 开展的一种评价活动。 第三条 本制度所称内部控制,是指由公司董事会、经理层和全体员工实施 的、为了保证公司战略目标的实现,而对公司战略制定和经营活动中存在的风险 予以管理的相关制度安排。 第四条 内部审计机构和人员在公司董事会的领导下,独立、客观地行使职 权,对董事会负责,不受其他部门或者个人的干涉。 公司各内部机构或者职能部门、控股子公司应当配合内部审计机构依法履行 职责,不得妨碍内部审计机构的工作。 第 ...
东方园林: 董事会审计委员会工作细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-18 16:29
Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Beijing Oriental Garden Environment Co., Ltd, emphasizing its role in enhancing corporate governance and financial oversight [1][2][4] Group 1: General Provisions - The Audit Committee is established to strengthen the decision-making function of the board and ensure effective supervision of financial activities [1] - The committee operates independently and is not subject to interference from other departments within the company [1][2] Group 2: Composition and Appointment - The Audit Committee consists of at least three directors, with a majority being independent directors, including at least one accounting professional [2][4] - The committee members are appointed by the board of directors, and the term of the committee members aligns with their term as directors [2][4] Group 3: Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring the integrity of financial reporting [4][5] - Key decisions, such as the hiring or dismissal of external auditors and the approval of financial reports, require a majority agreement from the committee members [4][5] Group 4: Internal Audit Oversight - The committee guides and supervises the establishment and implementation of internal audit systems [5][6] - The internal audit department reports directly to the Audit Committee, ensuring independence from the finance department [6] Group 5: Meeting Procedures - The Audit Committee is required to meet at least quarterly, with provisions for special meetings as necessary [10][11] - Meeting notifications must be sent out in advance, and decisions require a majority vote from attending members [10][12] Group 6: Confidentiality and Compliance - Committee members are obligated to maintain confidentiality regarding company information until it is publicly disclosed [12][13] - The committee has the authority to investigate any irregularities in company operations and can engage external consultants if necessary [9][12]
正裕工业: 内部控制制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-18 16:13
Core Points - The internal control system of Zhejiang Zhengyu Industrial Co., Ltd. aims to enhance compliance with laws and regulations, improve operational efficiency, safeguard assets, and ensure accurate information disclosure [1][2][3] - The board of directors is responsible for the establishment and effective execution of the internal control system [1][3] Group 1: Internal Control Objectives - The internal control system is designed to comply with national laws and regulations, improve operational efficiency, safeguard company assets, and ensure fair information disclosure [1][2] - The company aims to enhance its governance structure and establish effective incentive mechanisms to foster a culture of risk prevention [3][4] Group 2: Internal Control Components - The internal control system includes elements such as internal environment, objective setting, event identification, risk assessment, risk response, control activities, information and communication, and monitoring [2][4] - The company will continuously improve its management of various operational aspects, including sales, procurement, asset management, and financial reporting [4][5] Group 3: Management Control of Subsidiaries - The company will implement control policies for its subsidiaries, ensuring they establish their own internal control systems [5][6] - Control activities include establishing management systems, monitoring significant business and financial matters, and performance evaluation of subsidiaries [6][7] Group 4: Internal Control of Related Transactions - The company will adhere to principles of honesty, equality, and fairness in related transactions, ensuring that such transactions do not harm the interests of the company and its shareholders [6][7] - Related transactions will require prior approval from independent directors, and detailed assessments of transaction conditions will be conducted [7][8] Group 5: External Guarantee Control - The company will follow legal and prudent principles in external guarantees, ensuring strict control over guarantee risks [8][9] - The board will assess the financial and operational status of guaranteed parties before making decisions on guarantees [9][10] Group 6: Major Investment Control - The internal control for major investments will focus on legality, prudence, and effectiveness, with a dedicated team evaluating investment risks and returns [10][11] - The board will regularly review the progress and effectiveness of major investment projects [11][12] Group 7: Internal Audit and Disclosure - The internal audit department will regularly check for deficiencies in internal controls and report findings to the board [12][13] - The company will disclose its internal control self-evaluation report and auditor's opinions to the Shanghai Stock Exchange within four months after the end of each fiscal year [13][14]
山高环能: 关于最近五年被证券监管部门和交易所处罚或采取监管措施及整改情况的公告
Zheng Quan Zhi Xing· 2025-07-16 13:19
Core Viewpoint - The company has conducted a self-examination regarding regulatory measures or penalties imposed by securities regulatory authorities and exchanges over the past five years, concluding that there have been no penalties, but there were instances of regulatory measures that required rectification [1][5]. Summary by Sections Recent Regulatory Measures and Penalties - The company has not faced any penalties from securities regulatory authorities or exchanges in the last five years [1]. - The company received an administrative regulatory measure from the Sichuan Securities Regulatory Bureau, which mandated rectification due to a violation during the 2022 first extraordinary general meeting where the chairman acted as a vote counter despite being a related shareholder, violating the rules of shareholder meetings [2][3]. Rectification Actions Taken - Following the regulatory measure, the company organized training for all directors, supervisors, and senior management to enhance compliance awareness regarding relevant rules [2]. - The current five directors and supervisors have completed initial training courses and obtained certificates, with plans for ongoing compliance training and internal studies to improve understanding of regulations [2][3]. - The company has strengthened its internal control over meeting deliberations and information disclosure to ensure compliance with internal management standards [3]. Previous Warnings and Measures - The company received a warning letter in 2020 for failing to include personal loans in its consolidated financial statements, which led to inaccuracies in financial data [4]. - In response, the company organized training on information disclosure regulations for its board and management to improve the accuracy and completeness of disclosures [4][5]. - The company has committed to enhancing internal controls and auditing practices to prevent similar issues in the future [5].